XOVIS END USER LICENSE AGREEMENT PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING XOVIS EQUIPMENT OR XOVIS SUPPLIED FIRMWARE AND/OR SOFTWARE. BY DOWNLOADING OR INSTALLING THE FIRMWARE AND/OR SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS FIRMWARE AND/OR SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN (A) DO NOT DOWNLOAD, INSTALL OR USE THE FIRMWARE AND/OR SOFTWARE, AND (B) YOU MAY RETURN THE FIRMWARE AND/OR SOFTWARE FOR A FULL REFUND, OR, IF THE FIRMWARE AND/OR SOFTWARE IS SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM XOVIS OR AN AUTHORIZED XOVIS RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL PURCHASER. DEFINITIONS For the purpose of this Agreement, the following terms shall have the meaning specified below: - "Xovis" means Xovis AG, Industriestrasse 1, 3052 Zollikofen, Switzerland - "You(r)" and "Customer" means the company, entity or individual who owns or otherwise rightfully acquires the Xovis Equipment or Xovis Software. - "Xovis Equipment" means a Xovis Person Tracking Device or other Xovis Sensor that is purchased or otherwise rightfully acquired. - "Software" means Xovis Firmware in object code form made available by Xovis for Xovis Equipment and/or Xovis Suite Software (program modules, feature set(s) or feature(s)) made available for usage with Xovis Equipment. - "Open Source Software" means any software or software component, module or package that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models, including, without limitation, software licensed or distributed under any of the following and/or similar licenses or distribution models: (a) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL); (b) the Mozilla Public License; and (c) the Apache License. The following terms govern your use of the Firmware or Software except to the extent a particular program (a) is the subject of a separate written agreement with Xovis SUMMARY The Software is copyright-protected material and may also be subject to other intellectual property rights. Unauthorized copying, use or modification of any portion of the Software, or violation of the terms of this Agreement, may be subject to legal prosecution. This Agreement strictly prohibits You from using the Firmware on any other device than a XOVIS Equipment. You are also prohibited from removing or modifying any XOVIS copyright notice, trademark or user interface of the Software or any XOVIS Equipment. This Agreement strictly prohibits You from using the Software with any other device than a XOVIS Equipment. LICENSE GRANT XOVIS grants You a non-exclusive, non-transferable license to use the copy of the Software and accompanying documentation and any updates or upgrades thereto provided by XOVIS according to the terms set forth below. USES AND RESTRICTIONS Upon Your payment of the applicable license fee, You may download and/or use the Software solely in or with XOVIS Equipment. Xovis Suite Software license is a site-license, i.e. the Xovis Suite Software is restricted to be only used at the site or sites where Xovis Equipment is installed ("the Permitted Site(s)"), but with no limitations of users and software clients deployed or dashboards, reports or alarms created in the Software. However, you may not publicly network the Xovis Suite Software or use it outside your virtual or real private network or in a public cloud if and to the extent any of the foregoing is for the benefit of sites other than the Permitted Site(s). You are entitled to make copies of the Software and, if so available, the according documentation as reasonably necessary for such use, always provided that You reproduce all proprietary notices on or in such copies in an unaltered manner. You may not, and shall not permit any third parties to: a) use the Software on any Equipment that is not owned by You or Your business organization; b) copy the Software or copy the accompanying documentation (except as expressly permitted above); c) modify, translate, reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Software, including without limitation any such mechanism used to restrict or control the functionality of the Software, or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Software (except that the foregoing limitation does not apply to the extent that such activities may not be prohibited under applicable law); or d) distribute, rent, transfer or grant any rights in the Software or modifications thereof or accompanying documentation in any form to any person without the prior written consent of Xovis. e) remove any Xovis copyright notice and/or Xovis branding from the Software or modify any user interface of the Software or Xovis Equipment. Title and intellectual property rights to the Software, and any copy made by You remain with Xovis and its suppliers at all times. Unauthorized use or copying of the Software and/or the accompanying documentation, or failure to comply with the above restrictions, will result in automatic termination of this license as specified in the termination section below. EVALUATION LICENSE In limited situations, Xovis may make available the Software in object code form to end users only for evaluation, training or other limited non-commercial purposes without charging a license fee ("Evaluation License"). Where Xovis has provided an Evaluation License, all of the terms of this End User License Agreement shall apply except for the above requirement to pay a license fee. OPEN SOURCE SOFTWARE You hereby acknowledge that the Software may contain Open Source Software. You agree to review any documentation that accompanies the Software or is identified in the documentation for the Software in order to determine which portions of the Software are Open Source Software and are licensed under a specific Open Source Software license. To the extent any such license requires that Xovis provide You the rights to copy, modify, distribute or otherwise use any Open Source Software that are inconsistent with the limited rights granted to You in this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Software. You acknowledge that any Open Source Software license is solely between You and the applicable licensor of the relevant Open Source Software. You agree to comply with the terms of all applicable Open Source Software licenses. Copyrights to the Open Source Software are held by the copyright holders indicated in the copyright notices in the corresponding source files. TERMINATION This license will continue for an indefinite period of time until terminated. Unauthorized use or copying of the Software or failure to comply with the restrictions specified herein will result in automatic termination of this Agreement and will make other legal remedies available to Xovis. This license will also automatically terminate if You go into liquidation, suffer or make any winding up petition, make an arrangement with Your creditors, or suffer or file any similar action in any jurisdiction. Any use of the Software after termination of the Agreement is unlawful. WARRANTY DISCLAIMER THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY OPEN SOURCE SOFTWARE, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED "AS IS" AND XOVIS AND ITS SUPPLIERS MAKE, AND YOU RECEIVE, NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE OR IN ANY COMMUNICATION WITH YOU, AND XOVIS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND THEIR EQUIVALENTS. XOVIS does not warrant that the operation of the Software will be uninterrupted or error free or that the Software will meet Your specific requirements. You acknowledge that unless agreed otherwise in a separate written agreement, Xovis has no support or maintenance obligations for the Software. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XOVIS AND/OR ITS SUPPLIERS SHALL NOT BE LIABLE TO YOU AND YOUR AFFILIATES FOR (I) FOR ANY DAMAGES WHATSOEVER (INCLUDING ANY INDIRECT AND/OR CONSEQUENTIAL DAMAGES SUCH AS LOST PROFITS AND BUSINESS INTERRUPTIONS, EXEMPLARY, SPECIAL AND/OR PUNITIVE DAMAGES); (II) ANY ACTS OR OMISSION AND/OR ANY ACT OR OMISSION BY ITS AUXILIARY PERSONS, ORGANS AND/OR SUPPLIERS. EXPORT REGULATIONS You may not export any XOVIS Person Tracking Device and/or Sensor Firmware in violation of any applicable export laws and regulations. SEVERABILITY If any provision of this Agreement is for any reason held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that to the highest extent reasonably possible achieves the original intention of the Parties. AMENDMENTS XOVIS reserves the right to from time to time and in its sole discretion amend this Agreement by posting an updated version thereof on www.xovis.com, provided that disputes arising hereunder will be resolved in accordance with the terms of the Agreement in effect at the time the dispute arose. You are hereby encouraged to from time to time review the published Agreement. Material changes to the Terms of this Agreement will be effective upon the earlier of (i) your first use of the Software with actual knowledge of such change, or (ii) 30 days as from the date the amended Agreement has been published on www.xovis.com. You are agreeing to be bound to the amended Agreement by using the Software after the amended Agreement becomes effective as specified above. GOVERNING LAW AND JURISDICTION This Agreement shall exclusively be governed and construed in accordance with the substantive laws of Switzerland, whereby (i) international conventions, including the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) and/or (ii) standard conflict of law rules are hereby excluded from application to this Agreement. The ordinary courts of the Canton of Berne shall have exclusive jurisdiction with regard to all disputes arising from or in connection with this Agreement. The place of jurisdiction is Berne-Mittelland.